National Financial Partners 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 22, 2007 (January 16, 2007)
NATIONAL FINANCIAL PARTNERS CORP.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On January 16, 2007, National Financial Partners Corp. (the Company) and Wells Fargo Bank, National Association, as trustee, entered into an Indenture, the form of which was filed as Exhibit 4.7 to the Companys Registration Statement on Form S-3ASR (No. 333-134915) (the Registration Statement) filed with the Securities and Exchange Commission (the Commission) on June 9, 2006.
The Indenture, which is filed as Exhibit 4.1 hereto, is hereby incorporated by reference into the Registration Statement.
On January 17, 2007, the Company entered into an Underwriting Agreement (the Common Stock Underwriting Agreement) with Goldman, Sachs & Co. and Banc of America Securities LLC, as representatives of the underwriters named therein, and the selling stockholders named therein, relating to the sale by the selling stockholders of up to 1,850,105 shares of the Companys common stock, par value $0.10 per share, at an initial price to public of $46.35 per share.
The foregoing description of the Common Stock Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Common Stock Underwriting Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
On January 17, 2007, the Company entered into an Underwriting Agreement (the Convertible Notes Underwriting Agreement) with Goldman, Sachs & Co. and UBS Securities LLC, as representatives of the underwriters named therein, relating to the sale by the Company of up to $230,000,000 aggregate principal amount of convertible senior notes due 2012 (the Notes).
The foregoing description of the Convertible Notes Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Convertible Notes Underwriting Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses. Certain of the underwriters or their affiliates are agents or lenders under the Companys credit facility.
The Underwriting Agreements are hereby incorporated by reference into the Registration Statement.
Convertible Note Hedge and Warrant Confirmations
On January 17, 2007, in connection with the offering of the Notes, the Company entered into a convertible bond hedge transaction with respect to the Companys common stock (the convertible hedge transaction) with Goldman Sachs Financial Markets, L.P. (the dealer), an affiliate of Goldman, Sachs & Co. The convertible hedge transaction covers, subject to customary anti-dilution adjustments, approximately 3.6 million shares of the Companys common stock. Concurrently with entering into the convertible hedge transaction, the Company also entered into a warrant transaction (the issuer warrant transaction) with the dealer whereby the Company sold to the dealer warrants to acquire, subject to customary anti-dilution adjustments, approximately 3.6 million shares of the Companys common stock. On January 18, 2007, the underwriters exercised their overallotment option to purchase additional Notes pursuant to the Convertible Notes Underwriting Agreement and accordingly the Company used a portion of the net proceeds from the sale of the additional Notes to enter into an additional convertible note hedge transaction and, on the same date, enter into an additional warrant transaction with the dealer pursuant to an amendment to the issuer warrant transaction confirmation.
The convertible hedge and issuer warrant transactions are separate transactions entered into by the Company with the dealer, are not part of the terms of the Notes and will not affect the holders rights under the Notes. Holders of the Notes will not have any rights with respect to the convertible hedge and issuer warrant transactions.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.